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HEALIUS LIMITED Major Shareholding Notification 2016

Apr 5, 2016

65058_rns_2016-04-05_914a36d3-00d3-4f22-a511-0490de012dfa.pdf

Major Shareholding Notification

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To ASX Market Announcements, Melbourne

Copy The Company Secretary Facsimile +61 2 8397 9988
Primary Health Care Limited
From Alberto Colla Telephone
+61 3 8608 2000
Email [email protected]
Our Ref BCL AXC 1126755
Date 6 April 2016 Number of pages (including this one): 8

Subject Notice of change of interest of substantial holder from Jangho Group

Dear Sir

We act for Jangho Group Co., Ltd and its wholly owned subsidiaries ( Jangho Group ).

On behalf of the Jangho Group, we attach a change of interest of substantial holder notice in relation to Primary Health Care Limited ACN 064 530 516. This notice is given by the Jangho Group, each person and each of the other entities referenced in section 1 of the notice.

Yours faithfully

Alberto Colla Partner

Level 23 Rialto Towers 525 Collins Street Melbourne VIC 3000 Australia DX 204 Melbourne

If you do not receive all pages please telephone +61 3 8608 2898

IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.

ME_128833264_2 (W2007)

604 GUIDE page 1/1 13 March 2000

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Primary Health Care Limited

ACN/ARSN 064 530 516

1. Details of substantial holder (1)

Name Golden Acumen Holdings Limited ( Golden Acumen Holdings ), Jangho Health Care Australia Pty Ltd ( Jangho Health Care ) and each person or entity listed in Annexure A ( Jangho Group ) ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 4/04/2016 The previous notice was given to the company on 22/03/2016 The previous notice was dated 22/03/2016

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Previous notice Present notice Present notice
Person’s votes Votingpower(5) Person’s votes Votingpower(5)
Ordinary shares 72,984,953
14.00% 83,060,070 15.93%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
22 March 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)





A$4,159,577.68
1,112,484 ordinary
shares
0.21%
23 March 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)





A$1,553,677.71
419,981 ordinary
shares
0.08%

ME_128833124_2 (W2003x)

30 March 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)


A$3,794,600
1,000,000 ordinary
shares
0.19%
30 March 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)


A$7,600,000
2,000,000 ordinary
shares
0.38%
31 March 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)


A$989,854.50
265,000 ordinary
shares
0.05%
4 April 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)


A$9,509,652.52
2,840,992 ordinary
shares
0.55%
5 April 2016 The persons listed in
Item 1
Relevant interest
under section 608(8)
of the_Corporations_
Act 2001(Cth) under
an equity swap
arrangement between
Golden Acumen
Holdings and Haitong
International
Financial Solutions
Limited (refer to
Annexure C of the
Form 603 lodged by
Jangho Group on 17
March 2016)


A$9,136,256.67
2,436,660 ordinary
shares
0.47%

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered
holder of
securities
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person’s votes

ME_128833124_2 (W2003x)

The persons
listed in Item 1
Golden Acumen
Holdings
Golden Acumen
Holdings
Relevant interest under
sections 608(1), 608(3) and
12(2)(a) of the_Corporations_
Act 2001(Cth) respectively


3,845,386 ordinary
shares
0.74%
The persons
listed in Item 1
Haitong International
Financial Solutions
Limited
Golden Acumen
Holdings
Relevant interest under
sections 608(1), 608(3),
608(8) and 12(2)(a) of the
Corporations Act 2001(Cth)
respectively

55,125,355 ordinary
shares

10.57%
The persons
listed in Item 1
Jangho Health Care Jangho Health Care Relevant interest under
sections 608(1), 608(3) and
12(2)(a) of the_Corporations_
Act 2001(Cth) respectively


24,089,329 ordinary
shares

4.62%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name
and
ACN/ARSN
(if
applicable)
Nature of association
N/A
f persons named in this form are as follows:
Name Address
The persons listed in Item 1 No. 5, Niuhui North 5th Street, Shunyi District, Beijing101300

6. Addresses

The addresses of persons named in this form are as follows:

Signature

Authorised by the parties
named in paragraph 1 of
print name Alberto Colla capacity this notice to sign the
notice for and on behalf
of each of them
sign here date 06/04/2016
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 6 of the form.
f "associate" in section 9 of the Corporations Act 2001.
  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

ME_128833124_2 (W2003x)

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

ME_128833124_2 (W2003x)

Annexure A

This is Annexure A of 3 pages referred to in the Form 604 Notice of change of interest of substantial holder dated 06/04/2016

Signature

print name
sign here
Alberto Colla, Partner, Minter Ellison
capacity
Authorised by the parties named
in Item 1 of this notice to sign the
notice for and on behalf of each
of them
date
06/04/2016

Jangho Group

  1. Mr Zai Wang Liu

  2. Jangho Group Co., Ltd

  3. Beijing Jangho Yuan Controlling Co., Ltd

  4. Beijing Jangho Steel Structure Engineering CO., Ltd

  5. Shanghai Jangho Curtain Wall System Engineering CO., Ltd

  6. Guangzhou Jangho Curtain Wall System Engineering CO., Ltd

  7. Dalian Jangho Curtain Wall System Engineering CO., Ltd

  8. Chengdu Jangho Curtain Wall System Engineering CO., Ltd

  9. Beijing Jangho Innovation and Development Investment Management CO., Ltd

  10. Changchun Jangho Curtain Wall Engineering CO., Ltd

  11. Beijing Jangho Curtain Wall System Engineering CO., Ltd

  12. Beijing Jangho Manufacturing CO., Ltd

  13. Beijing Gangyuan Construction and Decoration Engineering CO., Ltd

  14. Beijing Gangyuan Curtain Wall CO., Ltd

  15. Gangyuan Construction and Decoration Hong Kong CO., Ltd

  16. Jangho Curtain Wall Singapore CO., Ltd

  17. Jangho Curtain Wall Malaysia CO., Ltd

  18. Jangho Curtain Wall (India) CO., Ltd

  19. Jangho Curtain Wall Hong Kong CO., Ltd

  20. Jangho Curtain Wall Macau CO., Ltd

  21. Jangho Curtain Wall Indonesia CO., Ltd

  22. Jangho Curtain Wall Chile CO., Ltd

  23. Sundart Group CO., Ltd

  24. Jangho Healthcare International Holdings Limited

  25. Golden Acumen Holdings Limited

  26. Peacemark Enterprises Limited

  27. Gloryelld Enterprises Limited

  28. Health Capital Enterprises Limited

  29. Beijing Sundart Innovation and Construction Decoration Engineering CO., Ltd

  30. Sam Leung Design CO., Ltd

  31. Eagle Vision Development Limited

  32. Jangho Health Care Australia Pty Ltd

  33. Reach Glory International Limited (BVI) ME_128833124_2 (W2003x)

  34. Advance Finding Investments Limited (BVI)

  35. Daxian Group CO., Ltd (HK)

  36. Chengdu Jangho Curtain Wall System Engineering CO., Ltd

  37. Vision Eye Institute Limited

  38. VEI Services Pty Ltd

  39. Victorian Optical Suppliers Pty Ltd

  40. Macquarie Eye Centre Pty Ltd

  41. Sydney Eastern Eye Centre Pty Ltd

  42. Vision Group Gold Coast Pty Ltd

  43. Total Vision Solutions Pty Ltd

  44. Vision Group North QLD Pty Ltd

  45. The Eye Institute Pty Ltd

  46. Swordfish Nominees Pty Ltd (Central QLD)

  47. P H Hughes Pty Ltd (Hurstville NSW)

  48. Lee Lenton Medical Pty Ltd

  49. The Laservision Centre Pty Ltd

  50. Crystal Clear Nominees Pty Ltd

  51. The Eye Centre Pty Ltd

  52. Outlook Day Theatre Pty Ltd

  53. Icon Laser (Aust) Pty Ltd 54. J A Noble Pty Ltd

  54. Colin C.K. Chan Pty Ltd

  55. Retina Specialist Pty Ltd

  56. Dr Andre Horak Pty Ltd 58. Dr Ed Boets Pty Ltd 59. Mackay Eye Centre Pty Ltd 60. Dr L Levitz Pty Ltd 61. VEI Wholesale Pty Ltd 62. Reach Glory International Limited(BVI) 63. Advance Finding Investments Limited (BVI) 64. Elite Tech Holdings Limited 65. Chengdu Jangho Industrial Co., Ltd 66. Glory Spring Investments Limited(BVI) 67. Sundart Products Limited(BVI) 68. Sundart Investments Limited 69. Easy Glory Holdings Limited (BVI)

  57. Sundart Project Management & Consultancy Limited

  58. Kin Shing (Leung's) General Contractors Limited

  59. Sundart International Supply (Macau) Limited

  60. Sundart Living Limited

  61. Dongguan Sundart Home Furnishing Co., Limited

  62. Sundart International Supply Limited

ME_128833124_2 (W2003x)

  1. Sundart Engineering (Far East) Limited

  2. Grace United Development Limited

  3. Elite Base Engineering Limited

  4. Sundart Timber Products Company Limited

  5. Sundart Engineering Services (Macau) Limited

  6. Sundart APG Co-operation

  7. Sundart Engineering & Contacting (Dalian) Limited

  8. Beijing Gangyuan Architectural Decoration Design & Research Institute Co., Ltd

  9. Beijing Gangyuan Tianyu Architectural Decoration Engineering Co., Ltd

  10. Beijing Gangyuan Haiyu Architectural Decoration Engineering Co., Ltd

  11. Dalian Gangyuan Pengyu Architectural Decoration Engineering Co., Ltd

  12. Liaoning Gangyuan Kunyu Architectural Decoration Engineering Co., Ltd

  13. Beijing Guomen Gangyuan Xieting Real Estate Development Co., Ltd

  14. Steve Leung & Yoo Limited

  15. Steve Leung Architects Limited

  16. Steve Leung Hotels Design Limited

  17. Steve Leung International Limited

  18. Steve Leung Living Art Co., Ltd

  19. Everyday Living Limited

  20. Everyday Living (Guangzhou) Trading Co., Ltd

  21. Steve Leung Interior Design (Beijing) Co., Ltd

  22. Steve Leung Design Consulting Shenzhen Co., Ltd

  23. SLD Holdings Limited(BVI)

  24. SLH Holdings Limited(BVI)

  25. SLA Holdings Limited(BVI)

  26. SLX Holdings Limited(BVI)

ME_128833124_2 (W2003x)